SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOUW RANZETTA THERESIA

(Last) (First) (Middle)
C/O FORESCOUT TECHNOLOGIES, INC.
190 WEST TASMAN DRIVE

(Street)
SAN JOSE CA 95134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/31/2017 C 500,975 A (1)(2) 575,856 I See footnote(3)
Common Stock 10/31/2017 C 101,810 A (1)(2) 117,027 I See footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series F Convertible Preferred Stock (1) 10/31/2017 C 89,841 (1) (1) Common Stock 89,841 $0 0 I See footnote(3)
Series F Convertible Preferred Stock (1) 10/31/2017 C 18,258 (1) (1) Common Stock 18,258 $0 0 I See footnote(4)
Series G Convertible Preferred Stock (2) 10/31/2017 C 411,134 (2) (2) Common Stock 411,134 $0 0 I See footnote(3)
Series G Convertible Preferred Stock (2) 10/31/2017 C 83,552 (2) (2) Common Stock 83,552 $0 0 I See footnote(4)
Explanation of Responses:
1. The Series F Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
2. Subject to certain adjustments, the Series G Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
3. The reported shares are held of record by Aspect Ventures, L.P. ("Aspect Ventures"). As a managing partner of Aspect Ventures Management, LLC ("Aspect Management"), the general partner of Aspect Ventures, the reporting person shares voting and dispositive power with respect to the shares held by Aspect Ventures. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
4. The reported shares are held of record by Aspect Ventures 1-A, L.P. ("Aspect 1-A"). As a managing partner of Aspect Management, the general partner of Aspect 1-A, the reporting person shares voting and dispositive power with respect to the shares held by Aspect 1-A. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.
Remarks:
/s/ Russell J. Wood, by power of attorney 11/02/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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